UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 5, 2017 (May 3, 2017)

Gray Television, Inc.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors (the “Board”) of Gray Television, Inc. (the “Company”), previously approved, subject to shareholder approval, the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan (the “Plan”). The Company’s shareholders approved the Plan at the Company’s 2017 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 3, 2017. A detailed summary of the material terms of the Plan appears under the caption “Proposal 4 – Approval of the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan” in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2017, which description is incorporated by reference herein.

Item 5.07 – Submission of Matters to a Vote of Security Holders

On May 3, 2017, the Company held the Annual Meeting. The results of voting on the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting were as follows:

Proposal No. 1 (Election of Directors):

 Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “say-on-pay vote”)):

Proposal No. 3 (Approval, on a non-binding advisory basis, of the frequency (every one, two or three years) of the Company’s future non-binding advisory say-on-pay votes):

Proposal No. 4 (Approval of the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan):

Proposal No. 5 (Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2017):

In light of the results of the advisory vote on proposal No. 3 above, the Board determined that the Company will hold future say-on-pay votes every three years until the next required advisory vote on the frequency of say-on-pay votes, which will be no later than the Company’s annual meeting of shareholders in 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2017

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